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                                                                   Exhibit 10.31




February 9, 2000


Mr. Glen Freter
Sybra, Inc.
9255 Towne Centre Drive, Suite 600
San Diego, CA  92121

Mr. Rob Drechsler
I.C.H. Corporation
780 Third Avenue, 43rd Floor
New York, NY  10017


Gentlemen:

Newcourt Commercial Finance Corporation (the "Lender") has approved your loan
application and is pleased to issue this commitment letter (THE "COMMITMENT")
SUBJECT TO AND CONDITIONED ON THE FOLLOWING TERMS AND CONDITIONS:

A.  BASIC CREDIT TERMS

LENDER:                              Newcourt Commercial Finance Corporation

BORROWER:                            Sybra, Inc.

GUARANTORS:                          I.C.H. Corporation

AMOUNT:                              $12,500,000 Line of Credit.  The facility
                                     shall be available until June 30,
                                     2001 unless extended at Lender's sole
                                     discretion. Each takedown / loan advance
                                     will be subject to Lender's review and
                                     approval of, but not limited to, the
                                     following:

                                      o   site selection approval of franchisor

                                      o   12 month income statement projection

                                      o   schedule of project costs

                                      o   quarterly financial statements

                                      o   financial statements for individual
                                          stores financed by Lender and/or for
                                          other stores operated by Borrower in
                                          same DMA.

TERM/                               Real Estate: 15-year term / 20-year
AMORTIZATION:                         amortization;
                                    Equipment: 7-year term / 7-year
                                      amortization;
                                    Blended: 12-year term / 12-year amortization


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USE OF PROCEEDS:                    Each Loan under the Line may be used to
                                    finance development costs of new Arby's
                                    restaurants. Advances shall be up to 90% of
                                    Total Project Costs ("Total Project Costs"
                                    shall be defined to include construction of
                                    improvements, FF&E, soft costs, franchise
                                    fees and pre-opening expenses), including up
                                    to 100% of costs for real estate,
                                    improvements, furniture, fixtures &
                                    equipment, architectural fees, professional
                                    and other fees.

COLLATERAL:                         The proposed facility is to be secured by a
                                    first security interest in favor of Lender
                                    on all Business Assets of Borrower
                                    associated with the site being financed by
                                    Lender, including any proceeds thereof. In
                                    addition, Lender shall be granted an ALTA
                                    insured first mortgage on all real property
                                    being financed with this acquisition. The
                                    facility will be subject to cross-default
                                    and cross-collateral provisions with present
                                    and future loans from Lender.

INTEREST RATE:                      Real Estate & Blended Loans: Fixed rate
                                    of 410 basis points above the published
                                    average yield on U.S. Treasury Notes
                                    maturing approximately ten (10) years from
                                    the date of closing. The fixed rate will be
                                    determined five (5) business days prior to
                                    closing and based on the then published
                                    yield on U.S. Treasury Notes maturing ten
                                    (10) years thereafter trading closest to
                                    par.

                                    Equipment Loans: Fixed rate of 410 basis
                                    points above the published average yield on
                                    U.S. Treasury Notes maturing approximately
                                    seven (7) years from the date of closing.
                                    The fixed rate will be determined five (5)
                                    business days prior to closing and based on
                                    the then published yield on U.S. Treasury
                                    Notes maturing seven (7) years thereafter
                                    trading closest to par.

                                    On construction loans, the interest rate for
                                    the construction period shall be the Prime
                                    Rate plus 1%, adjustable quarterly. The
                                    interest rate for the permanent loan is
                                    stated above and shall be set five business
                                    days prior to the closing date of such
                                    permanent loan.

ORIGINATION FEE:                    Borrower shall remit a non-refundable loan
                                    origination fee of 1.0% of the principal
                                    amount of each Loan under the Line, which
                                    shall be due at the initial disbursement of
                                    each Loan.

COMMITMENT FEE:                     A non-refundable commitment fee of $75,000
                                    (Lender hereby acknowledges receipt to date
                                    of $25,000 thereof) is due with the return
                                    of the signed Commitment Letter. The $75,000
                                    fee shall be applied to the 1.0% commitment
                                    fee that will be due for each loan under the
                                    Line of Credit, until such amount is
                                    exhausted. Thereafter, commitment fees of
                                    1.0% of each loan under the Line of Credit
                                    shall be due upon the return of each
                                    applicable commitment letter. This
                                    Commitment Fee shall be used to reimburse
                                    lender for all expenses described in the
                                    "costs" section


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                                    of this letter. The balance, if any, after
                                    these expenses shall be applied to the Loan
                                    Origination Fee.


PREPAYMENT:                         Prepayment premiums (together with an
                                    administrative fee of $4,000) will be
                                    assessed on the amount of the principal
                                    balance prepaid as follows:

                                    Year of Loan          % of Principal Balance
                                            1                 Not Allowed
                                            2                 Not Allowed
                                            3                 5%
                                            4                 4%
                                            5                 3%
                                            6                 2%
                                            7                 1%
                                    Thereafter                0%

LATE CHARGE AND                     A late payment charge of 5% of the payment
DEFAULT INTEREST:                   will be assessed on all payments received
                                    more than 10 days after its scheduled
                                    due date.

                                    In the event of default, the interest rate
                                    charged shall increase to a rate of 400
                                    basis points (i.e., 4%) over the rate
                                    otherwise payable, provided that in no event
                                    shall Borrower be obligated to pay a rate or
                                    an amount greater than that allowed by
                                    applicable law.

ENVIRONMENTAL                       Evidence in form and substance satisfactory
REQUIREMENTS:                       to Lender that all real estate securing the
                                    proposed loan is free and clear of any
                                    environmental concerns. Borrower will
                                    complete an Environmental Questionnaire
                                    regarding the real property collateral and
                                    Borrower and Guarantors shall execute
                                    Environmental Warranty and Indemnification
                                    Agreements. In addition, an environmental
                                    site assessment (based on ASTM standards and
                                    acceptable to Lender) of such property may
                                    be necessary and any costs associated
                                    therewith shall be paid by Borrower.

                                    The real estate securing the proposed loan
                                    shall meet or exceed all federal, state and
                                    local requirements or regulations that are
                                    in effect and will meet or exceed all
                                    applicable future federal, state and local
                                    requirements or regulations as they become
                                    effective.

                                    Borrower will promptly take whatever action
                                    is necessary when an environmental issue has
                                    arisen including the financial
                                    responsibility for any clean-up process.

JUNIOR LIENS:                       No liens or encumbrances on the
                                    collateral will be permitted (except those
                                    in favor of Lender) without Lender's prior
                                    written permission (which permission may be
                                    withheld for any reason).


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                                    For each site financed, Lender shall allow
                                    up to $50,000 PMSI liens for collateral not
                                    financed by Lender.


B. FINANCIAL INFORMATION

FINANCIAL:                          Annual CPA-audited consolidated financial
                                    statements of I.C.H. Corporation shall be
                                    furnished to Lender within 120 calendar days
                                    of the end of each fiscal period, together
                                    with consolidating statements including
                                    Borrower. Interim semi-annual financial
                                    statements for Borrower shall be provided to
                                    Lender within 45 calendar days of the end of
                                    each 6-month period. In addition, so long as
                                    the Line of Credit is in effect, internally
                                    prepared quarterly financial statements
                                    shall be provided.

FINANCIAL
COVENANTS:                          Minimum Fixed Charge Coverage Ratio ("FCCR")
                                    of 1.1:1.0, measured annually. FCCR is
                                    defined as A) net income plus income taxes
                                    plus interest plus depreciation plus
                                    amortization plus rent expense plus
                                    extraordinary non-cash expenses minus
                                    extraordinary non-cash income, divided by B)
                                    the sum of required principal payments
                                    during such year (including capital lease
                                    payments), interest expense, and rent
                                    expense


C. CONDITIONS TO CLOSING

DOCUMENTATION:                      Documentation in the form and substance
                                    acceptable to Lender will be required,
                                    including assignment of leases.

INJECTION OF FUNDS:                 Prior to, or simultaneously with closing
                                    of each Loan, Borrower will provide
                                    evidence of non-borrowed funds utilized to
                                    pay for a minimum of 10% of total project
                                    costs.

FUNDING:                            Funding will take place upon Lender's
                                    confirmation of compliance with all terms
                                    and conditions of the Commitment.

COSTS:                              Borrower shall reimburse Lender for all
                                    reasonable "out of pocket" expenses and fees
                                    incurred which are necessary to close the
                                    transaction and perfect Lender's security
                                    interest, including but not limited to
                                    searches, inspections, title insurance,
                                    recording fees, mortgage taxes, surveys,
                                    inspection reports and legal fees, whether
                                    or not the loan is closed.

AUTOMATIC DEBITS:                   Borrower shall be required to make Loan
                                    payments via automatic electronic transfers
                                    from the Borrower's designated checking
                                    account.

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SURVEYS:                            Borrower will deliver a survey of all real
                                    estate securing the Loan, acceptable to
                                    Lender, showing all improvements thereon and
                                    all easements affecting the property with
                                    ALTA certification in favor of Lender and
                                    title insurer.

TITLE INSURANCE:                    A title insurance policy issued by a title
                                    company approved by Lender, including
                                    deletion of all exceptions requested by
                                    Lender; on all real estate offered as
                                    collateral.

RISK INSURANCE:                     The Borrower shall furnish to Lender such
                                    fire, hazard, special hazard, flood, general
                                    liability and any other insurance coverage
                                    as Lender may require on business assets and
                                    mortgaged properties. Lender to be named as
                                    mortgagee, loss payee and/or additional
                                    insured, as applicable. The minimum amounts
                                    of said insurance shall be in the amount of
                                    the loan, unless specified otherwise by
                                    Lender. Such insurance to be in form and
                                    substance acceptable to Lender.


CONSTRUCTION:                       Under the Preferred Customer Real Estate
                                    Development Program for ground lease
                                    construction program, Lender advances 80% of
                                    the total loan amount during the
                                    construction process and the remaining 20%
                                    at permanent loan closing. Ground lease
                                    term, including options, has to be at least
                                    150% of loan term. (NOTE: Only one
                                    construction loan under the ground lease
                                    program may be outstanding at one time.
                                    Borrower may instead utilize Lender's
                                    standard construction program.)

                                    Construction Fee: Prior to initial
                                    disbursement, Borrower shall pay to Lender a
                                    construction lending fee in an amount of one
                                    percent (1.00%) of that portion of the loan
                                    authorized for construction (including
                                    building and equipment).

                                    Ground lease transactions approved by Lender
                                    may be taken down in two (2) advances.

                                    FIRST ADVANCE:

                                    First advance under the loan will be up to
                                    40% of the building, site development and
                                    equipment costs. Funding will be subject to
                                    Lender's review and approval of satisfactory
                                    loan submissions including, but not limited
                                    to, the following:

                                      a)     Receipt of franchisor's site
                                             approval;

                                      b)     Receipt of executed lease
                                             agreement;

                                      c)     Receipt of the standard AIA form
                                             Contractor's Qualification
                                             Statement;

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                                      d)     Receipt of title insurance rundown
                                             evidencing no liens against the
                                             subject property;

                                      e)     A preliminary survey showing the
                                             improvements, easements, and
                                             restrictions of record;

                                      f)     Plans and Specifications - One (1)
                                             complete set of the final plans and
                                             specifications;

                                      g)     Construction budget - A complete
                                             budget breakdown in a standard CSI
                                             format for all on- site and
                                             off-site improvements, which are
                                             necessary for substantial
                                             completion of the project;

                                      h)     Copy of executed construction
                                             contract;

                                      i)     Letters of Certification from the
                                             design Architect and Engineer or
                                             the Project Manager indicating that
                                             the plans and specifications
                                             submitted for our review comply
                                             with all applicable codes including
                                             but not limited to earthquake,
                                             zoning, environmental and
                                             governmental requirements. If the
                                             property lies within a Flood Hazard
                                             Zone, submit a copy of the
                                             Elevation Certificate as required
                                             by Federal Flood Insurance. A
                                             complete list of the plans and
                                             specifications submitted should be
                                             included indicating the original
                                             and revision dates; and

                                      j)     Copies of the Building Permit
                                             Application, Building Permit,
                                             Zoning Board Approval and any and
                                             all variances granted for the
                                             property.

                                    SECOND ADVANCE:

                                    Second advance will be up to 80% of the
                                    building, site development and equipment
                                    costs. Funding of the second advance will be
                                    subject to Lender's review and approval of
                                    the following:

                                            Letter from the Borrower stating the
                                            percentage of completion (at least
                                            50% completed) with a back-up letter
                                            from the Contractor or Contractor's
                                            draw request, stating the same
                                            percentage of completion.



CONVERSION TO
PERMANENT LOAN
OR TAKE-OUT



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CONSTRUCTION:                       PRIOR TO CONVERSION TO A PERMANENT LOAN OR
                                    IF THE BORROWER IS UNDERTAKING A
                                    CONSTRUCTION PROJECT FINANCED BY AN INTERIM
                                    CONSTRUCTION LENDER, and because the
                                    successful completion of the construction
                                    project is a prerequisite to the closing of
                                    the permanent loan, Lender's approval is
                                    subject to the following added conditions:

                                            a)   Receipt of lien releases and
                                                 waivers and all other
                                                 documentation satisfactory to
                                                 Lender, to assure Lender's
                                                 first priority lien position
                                                 with respect to the real estate
                                                 collateral; and

                                            b)   The construction project shall
                                                 be completed in accordance with
                                                 the plans and specifications;
                                                 the necessary licenses and
                                                 permits must be obtained and an
                                                 unconditional final Certificate
                                                 of Occupancy and any other
                                                 certificates, licenses,
                                                 permits, or approvals necessary
                                                 to operate the Borrower's
                                                 business on the premises must
                                                 be issued by the appropriate
                                                 authority; and

                                            c)   An updated survey showing the
                                                 improvements, easements, and
                                                 restrictions of record,
                                                 satisfactory to Lender.


NON-CONVERSION FEE:                 Borrower understands and acknowledges the
                                    economic benefit Lender anticipates and
                                    expects to receive from Borrower's agreement
                                    to convert its construction loans with
                                    Lender to permanent loans with Lender upon
                                    completion of the construction projects.
                                    Borrower also understands, acknowledges and
                                    agrees that Lender would not extend the
                                    construction financing to Borrower BUT FOR
                                    the Borrower's agreement to convert the
                                    construction financing to a permanent
                                    financing status with the Lender. Borrower
                                    shall pay Lender a three percent (3.0%)
                                    non-conversion fee if the construction loan
                                    is not converted to a permanent loan within
                                    six (6) months. Moreover, if the
                                    construction loan does not timely convert to
                                    a permanent loan within six (6) months,
                                    Borrower understands, acknowledges and
                                    agrees that Lender shall have no duty or
                                    obligation to release the lien of its
                                    construction mortgage unless and until the
                                    three percent (3.0%) non-conversion fee has
                                    been paid in full to Lender.

INSPECTION:                         Lender may require inspections of all real
                                    estate collateral and the construction
                                    premises by Lender or Lender's designee.
                                    Borrower agrees to provide access at such
                                    times as required by Lender or Lender's
                                    designee.


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FRANCHISE                           Satisfactory evidence that Borrower has
AGREEMENT:                          been approved to operate as an Arby's
                                    franchise.

                                    Borrower acknowledges that the loan program
                                    designed for the franchise concept does not
                                    constitute an endorsement of the franchise
                                    concept or the franchiser by Lender. All
                                    franchise programs involve elements of risk
                                    to the franchisee, and prospective
                                    franchisees are cautioned to make a thorough
                                    and independent investigation of the
                                    franchiser and its franchise program.
                                    Borrower acknowledges that it is NOT relying
                                    upon Lender's willingness to provide
                                    financing as an endorsement by Lender of the
                                    franchiser or the franchise concept or
                                    program.

                                    Remaining term of franchise rights held by
                                    Borrower must be at least equal to the term
                                    of the loan.

ATTORNEY'S OPINION:
LETTER:                             Borrower's and Guarantor's counsel shall
                                    provide at closing an opinion of counsel in
                                    form acceptable to Lender.

EVIDENCE OF
AUTHORIZATION:                      Borrower and Guarantor's shall provide
                                    evidence satisfactory to the Lender that the
                                    Borrower (if a corporation or other form of
                                    organization) and all guarantors have taken
                                    all necessary corporate or other actions to
                                    authorize the transaction contemplated
                                    herein.

NO MATERIAL
ADVERSE CHANGE:                     Lender has issued this Commitment in
                                    reliance of the continuation of the present
                                    management, ownership and financial
                                    condition of the Borrower and guarantors.
                                    Accordingly, should any actual or threatened
                                    material adverse change affect the Borrower,
                                    any guarantor, or any collateral pledged as
                                    security, Lender shall have the right to
                                    withdraw its Commitment and shall have no
                                    further obligation to Borrower to make any
                                    loan, or otherwise. The determination of
                                    material adverse change shall be made in the
                                    reasonable discretion of Lender.
                                    Additionally, if Borrower or any guarantor
                                    is considered to be in default by Lender or
                                    any of Lender's affiliates under any
                                    agreement or other obligation now or
                                    hereafter in effect with Lender or Lender's
                                    affiliates, Lender shall be under no
                                    obligation to extend the credit contemplated
                                    herein.

                                    Further, Lender's obligation to fund the
                                    loan is expressly subject to there not
                                    having occurred at any time prior to the
                                    funding of the loan any adverse change in,
                                    deterioration of, or any occurrence which
                                    materially and adversely affects domestic or
                                    international financial, liquidity, banking,
                                    or syndication markets, or the Lender's
                                    availability or access thereto, either
                                    generally, or specifically with respect to
                                    the loan transaction described herein,
                                    which, in the reasonable judgment of the
                                    Lender, would materially



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                                    and adversely affect any of the parties to
                                    the transaction described herein or the
                                    transaction itself.

                                    In addition, if any of the foregoing
                                    material adverse changes occur, Lender, at
                                    its option, shall have the right, but not
                                    the obligation, to modify the pricing,
                                    structure or terms of the loan if the Lender
                                    determines that such changes are advisable
                                    in order to fund the loan. In the event that
                                    the Borrower does not consent to such
                                    modifications, either the Lender or the
                                    Borrower may terminate this Commitment,
                                    whereupon this Commitment shall be of no
                                    further force or effect (except that the
                                    Borrower shall remain obligated to pay the
                                    fees, costs and expenses as stated herein.).

TERM OF THE                         If this letter is not executed and returned
COMMITMENT:                         within seven (7) days from the date hereof,
                                    this Commitment will become null and void.
                                    Upon receipt of the commitment fee and this
                                    executed letter, this Commitment shall
                                    remain open until, and must close by, June
                                    30, 2001 whereupon this Commitment will
                                    expire and become null and void. Borrower
                                    may request in writing a 60 day extension of
                                    the closing date, which Lender in its sole
                                    discretion may allow.

NONASSIGNABILITY:                   This Commitment is not assignable by
                                    Borrower by operation of law or otherwise
                                    without the prior written consent of Lender,
                                    which may be withheld by Lender in its sole
                                    discretion, for any reason or no reason.

CHOICE OF LAW;                      This Commitment shall be governed by the
WAIVER:                             internal laws (as opposed to the conflicts
                                    of law provisions) and decisions of the
                                    State of New Jersey. Borrower waives all
                                    rights to special, incidental, punitive or
                                    consequential damages that may be alleged to
                                    arise out of or relate to this Commitment or
                                    any transaction contemplated hereunder.

SURVIVABILITY:                      The terms and conditions of this Commitment
                                    shall survive the closing of the loan, and
                                    to the extent any such terms and conditions
                                    conflict with the loan closing documents,
                                    the terms and conditions of the loan closing
                                    documents shall control.

We thank you for the opportunity to be of service. If the terms of this
Commitment are acceptable, please evidence your acceptance by signing below in
the space indicated and returning the executed copy of this letter to the
undersigned together with a check in the amount of $50,000, representing the
balance of the commitment fee.

This Commitment is solely for the use of the Borrower and, unless Lender agrees
in writing, it shall not be disclosed to any person or entity not affiliated
with the Borrower including, without limitation, any other potential financing
source.

You hereby recognize, acknowledge and agree that if the transaction contemplated
hereby is consummated on or after January 1, 2000, then at the sole discretion
of Newcourt Commercial




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Finance Corporation, the actual obligee may be The CIT
Group/Equipment Financing, Inc. rather than Newcourt Commercial Finance
Corporation.

If you have any questions concerning this Commitment, please call me at (973)
606-4891.

Sincerely,

NEWCOURT COMMERCIAL FINANCE CORPORATION

By:_______________________________
      Name: Mark L. Robinson
      Title:  Senior Credit Underwriter




Acknowledged and Accepted:
BORROWER: Sybra, Inc.

By:_______________________________
      Name:
      Title:


Acknowledged and Accepted:
GUARANTOR: I.C.H. Corporation

By:_______________________________
      Name:
      Title:




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